Fidelity National Financial Announces A Planned Transaction To Distribute 15% Ownership Of F&G To FNF Shareholders
~ F&G Shares to be Publicly Listed Through a Partial Spin-off ~
~ FNF to Retain 85% Control of F&G ~
The distribution was approved by FNF's Board of Directors on
The purpose of the distribution is to enhance and more fully recognize the overall market value of each company. To support the strong growth prospects of F&G, FNF will convert its
Chris Blunt , President and Chief Executive Officer of F&G, will remain in his role leading F&G- No change is expected to FNF or F&G's strategy, operations or management teams
- F&G will continue to benefit from FNF's majority ownership, expect sales growth to remain robust through the expansion into new distribution channels, and have access to public markets over time, as needed
- FNF will maintain its capital allocation strategy focused on returning capital to shareholders through the Company's quarterly dividend and share repurchase program while making strategic investments in the Company's business
- Upon completion of the distribution, shareholders will own stock in both publicly traded companies having received a taxable dividend of 15% of F&G in the aggregate
- F&G shares will be publicly listed and trade on the
New York Stock Exchange - FNF will maintain control over, and an 85% ownership stake in, F&G
- The distribution is expected to be completed in the third quarter of 2022
- The transaction is subject to various conditions including the final approval by the FNF Board of Directors, filing and effectiveness of a Form 10 registration statement under the Securities Exchange Act of 1934, as amended, and any applicable regulatory approvals
- The record date and distribution settlement date will be determined by FNF's Board of Directors prior to the distribution
This press release is not an offer to sell, or a solicitation of an offer to buy, any securities.
F&G is part of the FNF family of companies. F&G is committed to helping Americans turn their aspirations into reality. F&G is a leading provider of insurance solutions serving retail annuity and life customers and institutional clients and is headquartered in
This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future are forward-looking statements including the ability to complete the spin-off and list on the NYSE. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: diversion of management's attention and the potential impact of the consummation of the F&G transaction on relationships, including with employees, suppliers, customers and competitors; our ability to successfully realize the anticipated benefits of the spin-off transaction; the ability to satisfy any necessary conditions (including any applicable regulatory approvals) to consummate the spin-off transaction within the estimated timeframe or at all; the final terms and conditions of the spin-off transaction, including the nature of agreements and arrangements between FNF and F&G following any such transaction, the costs of any such transaction, and the nature and amount of indebtedness incurred by F&G; changes in general economic, business, political crisis, war and COVID-19 conditions, including changes in the financial markets; weakness or adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding or a weak U. S. economy; our potential inability to find suitable acquisition candidates; our dependence on distributions from our title insurance underwriters as a main source of cash flow; significant competition that F&G and our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of FNF's Form 10-K and other filings with the
FNF-E
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SOURCE
Lisa Foxworthy-Parker, SVP of Investor & External Relations, Investors@fnf.com, 515.330.3307